Spiderman: In The Cat's Web 3
by Grobnar
Summary: In the final chapter, truths are revealed and plans get made, broken and made again. M rating for obvious sexual content


**So we've gotten to the end of this trilogy. This will hopefully wrap up some loose ends and provide everyone some satisfaction. I have to add: there's tease in this story, but no denial.**

 **Thanks again to all the people that reviewed and commented. I appreciate that.**

 **Also thanks to Monder and Color of the Stars.**

Felicia was upset at herself. Really upset. Her last encounter with Spiderman started off exciting but ended in complete disaster. _Peter Parker is Spiderman._ A cloud followed over her in the days since then. It was a feeling she couldn't shake off. The thief felt like she betrayed Gwen that night. _Poor Gwen._ Dealing with it was made that much worse cause Gwen Stacy was as cute and demure as ever, completely oblivious to how her relationship nearly came to a crashing end.

Now she felt like a stalker. Felicia huddled in a corner of the student center eyeing her prey. Gwen and Peter were at a table, ostensibly studying, but the laughter coming from the table told her nothing was being done. She couldn't take her eyes off of Peter. _Or the package he was carrying._ Felicia had to admit he hid his endowment well, but now that she'd seen the thief couldn't unsee it. Her emerald irises were burned with the images of that 13 inch dick. How it pulsed with life, how those two oversized baby makers felt in her hands. Not to mention the way his musk made her nostrils flare and filled her with wanton desire. She lost countless hours in the intervening days getting herself off to those images. _He's Gwen's guy._ Felicia told herself. _I can look, imagine, fantasize, but I can't touch._ She wiped a trail of drool off her chin. _Get a grip on yourself. You're not in love with him._

"But you want to fuck me all the same." That was a ghostly visage of Spiderman that had appeared after their encounter. He followed her around, cock bobbing with every step providing a running commentary on her private thoughts. Unlike Peter, his ghost didn't have the shy demeanor. Right now it was waxing it's impressive tool in the vacant seat next to her. Felicia was torn, her eyes wandered between the real Peter and his exhibitionist ghost. _Shut up._

Laughter broke Felicia out of her daze. Peter and Gwen were standing up now, shoving things into their bags as they cleared the table. She could only watch as they embraced, a feeling of envy bubbling up. _How can she not feel that tool of his?_ Felicia followed Peter as he broke from the lingering hug and left the center.

"Your rival is coming." Her provocateur announced. _She's not my rival. She's my friend._

"Uh-huh."

"Felicia!" Gwen waved merrily as she approached her. Buckling down her conflicting emotions, Felicia did the same.

"Hey Gwen."

"What are you doing over here?" Gwen asked them pointed to the ghost free seat. "May I?"

"Of course. I'm not sure really." Felicia half truthed. "I'm just here."

"Everything alright?" The blonde asked, giving her a critical eye.

"Yeah, I suppose." Felicia buried her emotions. "What's up?"

"I need your advice."

"You need my advice?" Gwen was nearly perfect; how did she need help? "With what?"

Gwen fidgeted, her mouth curled into a pout. _God everything she does is so fucking cute!_ "I've been thinking and I want to take my relationship with Peter to the next level."

"Okay?" Felicia knew where this was heading.

"I was wondering if you could give me any tips at all. I know you're more experienced, we'll not experienced but more mature than I am….so I suppose you know a thing or two, or maybe you don't…."

"She's asking if you've banged a guy before." Faux Peter was there again, mocking her. _I know!_

"Yes, I've done some things with some guys."

"I know you and Ryan were….."

"Don't ever bring up that name again!" Felicia snapped. _God it's like I just kicked a puppy._ "Sorry, it's just…"

"No it's my fault." Gwen apologized.

 _Yeah, not for the reason you think._ Felicia's former boyfriend was the reason she became Black Cat. She wanted to kill him for what he did to her, but a drunk driver forever took that chance away. Felicia suppressed the rage and shame that bubbled to the surface. She put on a fake smile. "So, what do you want to know?"

"How do you go about doing it?"

"Which 'it' are we talking?" Felicia laughed as Gwen made an up and down motion with her hand and a matching movement in with her mouth. "Oh that one!"

"I'm serious!" Gwen responded, her face flushed red from embarrassment. "I've never done it before."

Felicia's mind wandered back to Spiderman's wonderful cock. The image of her bring completely speared on it also popped forward. "I think you'll have to just figure it out. I can't say just do this or do that."

 _Actually I can, but I'm not telling her that._ Gwen's face pouted in concentration. "Okay."

"Nervous?"

"A bit."

"Relax." _Seriously relax. Panicking won't help you with that monster._ "What's there to be nervous about?"

Gwen bit her lower lip. "I just want to make sure he...you...know…"

"Dear God woman, you two are perfect for each other!" Felicia placed a hand on her friend. "He likes you for you. You got nothing to worry about girl."

"Okay. Thanks Felicia." The blonde stood up. "I'll call you later."

"I'll be around."

"Pining for another girls lover." The imaginary Spiderman piped in.

"Shut up."

"What?" Gwen turned back.

"I said, I'll be around." Felicia watched her walk away. The thief retreated back into her hoodie, away from everything. _You're losing it._ She sighed.

"I have something for you." Peter announced as they got back to his apartment. Their evening had gone well so far and he could feel they were building up to something. Peter felt the time was right to reveal himself to her and his discovery of her identity. Maybe they'd have a special night then, rejoicing in their shared secrets.

"You didn't have to." Gwen was saddled up on his arm as he shut the door.

"I did though. Just wait there." Peter left her in the living room and entered his own room. Fishing inside his dresser he pulled out a small box. _Now or never._ Peter joined back up with Gwen. "Here."

Gwen curiously examined the gift; shaking it as if to discern its' contents.

"You can open it." Peter grinned as she carefully inspected the package. His own package was swelling in anticipation. _Soon. Soon._ Her fingers gripped the side and tore into the cardboard.

"Oh my god Peter!" Gwen launched herself at him, encompassing him in a hug. "How'd you know?!"

"Well, I know you liked it…" He started confidentially. _You also liked it wrapped around my dick._

"I didn't think Felicia was ever going to part with this." Gwen stared at the cat's eye pendant. "What'd you say to her?"

 _Felicia Hardy?!_ To say Peter was deflated would be an understatement. He was confident, supremely confident that Gwen was Black Cat. Now those hopes were dashed. His mind raced to the image of the Felicia he knew. He could only see the hoodies she liked to wear with those shapeless cargo pants. In his mind there was nothing about her that struck as memorable. That was something Gwen yelled at him about. His mind was so focused on crime fighting everything else was in a haze. Piece by piece he replaced her clothing, stripping her bare in his mind.

 _Were her eyes green?_ Peter couldn't recall, nor remember the color of her hair. He had to admit it was possible that he was wrong and Felicia was Black Cat. _That would mean…_

"So how'd you get it?" Gwen stared at him, smiling. Peter exhaled, trying not to let the panic show across his face.

"I tracked her down the other day and explained the situation. She was more than happy to part with it because you liked it so much." His mind tried concocting a tale. "Felicia got a good deal on it."

"Mmmm." Gwen giggled. "I'll have to thank her next time."

 _Please don't._ Peter thought, realizing his two worlds were suddenly going to crash together. _Next Doc Ock will marry Aunt May._ His girlfriend pushed up from his chest her face serious.

"Peter.."

"Yes?" Gwen bit her lower lip. It was obvious, even without his spider senses that she was preparing for something. He just wasn't sure what.

"I'll be right back." Before he could twitch a muscle the blonde scampered into the bathroom. Peter let out a breath he didn't realize he was holding. _Gwen isn't Black Cat. Felicia is Black Cat. Her sudden departure...she realized who I was?_ His stomach dropped with that fact. Felicia knew he was Spiderman, but hadn't broadcast it to the world. _Maybe there's good in her after all. What's she doing anyway?_

Felicia cried out in ecstasy as she came. Her body was awash with emotions as she rode out her orgasmic high. Fingers tightened and relaxed across her sex as she peaked then fell back to reality. _It's not the same._ She thought, removing her fingers from her nether regions.

Thoughts of Spiderman still dominated her mind. Those images now interlaced with Peter Parker, Spiderman's not so secret identity. _And his cock_. 13 inches of virility hanging right in front of her and she never had a clue. Felicia tried to shove the images out of her mind but they just burrowed deeper. There was no way she could act upon her lust for that mammoth boner.

Annoyed, she cleaned herself up, lingering on a breast a moment longer. _Peter belongs to Gwen. Curses for being honorable._ In the guise of Black Cat she'd done a lot she wasn't proud of. Stealing a boyfriend wasn't and would never be one of them. Felicia shook her head, trying to clear out the cobwebs. Try as she might though, she couldn't help but wonder what both Peter and Gwen were doing now.

***

 _You can do this Gwen._ She said to her reflection in the mirror. Gwen was nervous. This was going to be her first makeout session. Her first real expression of love. _What if I'm not enough?_ The feeling of inadequacy drove through her mind. The blonde tried brushing it aside, but it still lingered. _Now or never._ Gwen adjusted her cardigan and stepped back outside.

Peter had moved to the couch, his legs spread slightly to account for his member. Already it was surging to life; blood slowly filling it to a semi-flaccid state. Gwen emerged from the bathroom, nervous but beautiful as ever. She carefully approached the seated superhero, a look of hesitation on her face.

"Peter. I want to move things along." With a moment's hesitation she gripped the sides of her school sweater. The green material slowly, achingly slowly in Peter's estimation, slid up her body revealing creamy white flesh beneath. Gwen pulled for a second, letting the shirt clear her breasts. Already Peter's mouth was watering in anticipation. Her breasts, contained in a powder blue bra, were as pale as the rest of her. She got the shirt up over her head, letting the pendant swing freely before nestling in her small cleavage. Nervously, she cast the cardigan to the side, standing before her boyfriend in just her bra and blue jeans. Gwen fidgeted nervously. "I just hope I'm good enough for you."

Peter was on her in a minute, sweeping her up into him as he cupped her mouth for a kiss. It wasn't their normal hello-goodbye kisses. It was a kiss of lovers. Their inexperienced mouths opened and their tongues dueled chaotically. Nether were experienced in this sort of action, and it showed, but they didn't care. Months of pent up denial were coming out in spades. Peter tenderly reached a hand up her side, grasping at the powder blue bra and the breast contained within.

Gwen moaned as he squeezed her boob. It felt good as his hand worked over her chest. He was a little rougher than she preferred, but was willing to accept it for now. She broke the kiss for lack of air, a smile creeping across her face. She broke apart from him, reached behind her and undid the clasp of her bra. The confining garment fell away immediately revealing her creamy white breasts; each one capped but a cherry red puckered nipple.

They fell back into each other's arms. Their passion renewed as their tongues sloppily dueled in their mouths and their hands roamed over each other. Gwen's eyes opened wide in surprise as her hand drifted towards his crotch. She felt the bulge of his member and traced it down, down, and even further down. _How big is this thing?_

Gwen had heard about men doing such things, second hand of course, but never expected her geeky Peter to do such a thing. Her concentration was broken as he cut off the kiss. He traveled down her face to the nape of her neck, peppering her with kisses as he went. It did take a genius to figure out where he was going.

The blonde gasped, biting her lip as Peter latched onto a breast. He slobbered over the entire boob with his tongue as he worked it over. A free hand snaked down to the other breast, cupping and massaging it. At the same time his thumb and forefinger tenuously rolled her nipple. _So this is breast play._ She mused. _I could learn to like this._

Peter kept up his motions for several minutes. Gwen was squealing with delight under his touch. _How'd I think they were the same person. Just looking...feeling their breasts I can tell their different._ Gwen's chest was marginally smaller, but definitely large enough for his liking. They had an unnatural perkiness to their shape that he enjoyed. Quite the opposite, Felicia's breasts were larger but still enjoyed a youthful firmness that was hard to beat. _Maybe I could do a threesome?_ The thought of Felicia running her breasts up and down his cock while he made out with Gwen popped into his mind. Peter quickly squashed it. _That'll never happen._ His girlfriend freed herself from his grip, the look on her face told him she wanted to reciprocate the attention he laid on her breasts.

"Let me try this." Gwen led Peter back to the couch, pushing him into the seat and pulling his legs wide apart so that she could nestle in between them. She got down before him, fingers tracing their way down his body. She was surprised to say the least. Gwen had never seen him without a shirt on and was pleased that despite his nerdy appearance he had quite the upper body. She delicate probed the contours of his abs, rejoicing in their hardness. The blonde hesitated however when she got to his jeans. The button seemed straining, much like the fabric it held together. _What are you getting into?_ She took a deep breath, willing up some courage as she fondled the overstressed denim.

The button practically exploded as she unhooked it. The zipper cried out in relief, several notches becoming undone the very instant she released the pressure. Peter too let out a sigh of relief, as if a great burden was lifted off of him. Carefully, her slender fingers slid down on his jeans, unsure of what she'd find.

Gwen nearly hit the floor in shock as the jeans did the same. _Oh my god._ She thought. Peter was endowed. She'd only seen dicks in health class and size was second hand information, yet she knew that this was quite the masterpiece. It pulsed with the beating of his heart. Large veins pumped copious amounts of blood making it throb. Already a small drip of fluid was congregating at the oversized tip. For several moments Gwen just stared at it, completely slack jawed. She never expected it to be this big. Gwen gulped nervously.

"I hope it's good enough." Peter said shyly. Gwen tried to put on a brave face.

"It's beautiful." Mesmerized as she was. _Felicia was right. Panicking won't help._ The thought didn't occur to her that Felicia may have seen this particular cock before, and it was inconceivable that she'd blown it. Twice. _Can't stop now._

Her small hands ran up and down the length, consciously comparing themselves to Peter's meat. _God it's thicker than my arm. Longer too._ Both hands couldn't wrap around it, her fingers strained to touch each other as they pressed against the hard tool. Gwen's mind reeled with the implications of such a large cock. She slowly began to jerk it, her hands cruising up and down the length. She was going on autopilot, trying to absorb and process the magnitude of the job ahead of her.

Her nostrils flared as his musk hit her. It was repulsive, almost making her gag. The smell of his unit was off putting to say the least. Yet on some level she found it thrilling. Her body reacted even if her mind could not. Her sex, already warming up, went into overdrive as the scent hit her. _How?_ She thought, as if her body betrayed her. _Was there something instinctively sexy about a man's aroma?_ Gwen's mind went to the worst place possible, she recalled how her mother would practically launcher herself at her father after he came home for a long day's work. To Gwen, he smelled like he needed a shower. Yet her mother must have gotten something else from his scent. She squeezed her legs together, staving off the feelings.

The small bead at the tip of his unit was growing in size, a small stream of jizz leaked down the glans, slowly coating her hands as they went about their job. It felt weird at first as the slick coating of fluid overran her fingertips. Absently, she brought a finger to her nose and sniffed. His precum smelled faintly sweet to her. Without thought, she licked the digit, letting the cum and flavor roll around her mouth. It was slightly bitter, with an undertone of sweet. She liked it.

It was easier now to pump the large member. Gwen realized the jizz provided ample lube for her. She readily scooped up the stream that was now emanating from his slit using it to coat her hands in the stuff. Gwen looked and realized Peter had his eye's closed as she wanked him. With her partner not paying attention, she licked at her fingers, rejoicing in the flavor she was coming to love. Her hands returned to his cock, pumping with more gusto as she willed more of his juices out. Peter let out a soft moan as Gwen continued, encouraging her to continue her routine. Yet her fingers drifted lower. Her digits slipped past his sparse pubic hair and down to his nutsack. Gwen normally wouldn't give them a second thought. Analytically she knew that's where the cum was made. Personally she knew that's where to hit a guy that wouldn't back down. Emotionally Gwen knew she wanted to please the sack. To tease it with her fingers so it made even more delicious pre-cum for her. Her desire was to massage each ball til it was working in overdrive.

They felt heavy in hands, their hefty size disguising an even heavier weight. Holding his right nut gingerly in her left hand, she used her thumb to gently roll over the ball. Her right hand joined it, slowly massaging the engorged testicle. Peter moaned again, informing her what a good job she was doing. His legs spread out wider, allowing her even greater access to the cum factories she fondled.

Peter was at a loss. Her hands were heaven across his overburdened eggs. They tenderly touched and massaged his balls, easing the burden he still felt from days previous. Felicia's punches to his sack hurt, and now Gwen was removing that soreness and pain, replacing it with pleasure and delight. Peter was realizing how wrong he was thinking Gwen was Black Cat. Gwen was more tender, more loving. He had spread his legs out even wider, giving her more room to operate, just the same she'd also have more room to hurt him if she wanted.

Her nostrils were filled with his musk again. The fog of virility surrounded her, emerging from his sack and calling to her. Gwen pushed blonde hair strands aside as she came in close, inhaling the scent of his manliness. It still was strong to her, overpowering even, yet her body still rejoiced in it. Goosebumps cropped up over her body even as her sex cried out for satisfaction. She was disgusted on one level, but entirely pleased on another. Yet her body still had chance to betray her. Reaching in, she licked his nuts.

A flurry of emotions passed over in that moment, annoyance, outrage, shame, but also longing, desire, and a certain amount of rapture for her actions. Again and again she licked at them, pulling the flesh with her lips so she might suck on it. Her body was drunk in his scent, his complete virility. Gwen wanted it so bad. She couldn't get enough of that flavor. If she could bottle it as a perfume she'd call it 'Ode to man' and wear it everyday. Her tongue carved S's and infinite loops across as his balls, lathering them up with her saliva until they were completely encased. Yet Gwen didn't stop, she almost couldn't stop herself from drinking in his flavor. Reluctantly she stopped, removing herself from the life giving frenzy inducing testicles Gwen panted, struggling to regain her composure even as her body desired more. If not she'd be nude before him, naked as the day she was born. Her labia dripping with lust as she demanded he fill her up and make her a woman. _His woman._

With a final deep breath she was able to collect herself, shunting her desires and clamping down on her needs. Her hands returned to his member. What was a trickle of jizz became a flood, a veritable river of spunk that overflowed her hands. Gwen lapped at the source, at first curious then turned on as she sucked down the juices. She found herself loving the flavor of it. She absently swirled it around her mouth, letting it coat completely until she swallowed it all down. _What's happening to me?_ Gwen mused as she drank in more. Her hands were working his cock over, giving long strokes that traveled that full 13 inch length. _More! More! More!_ Became her mantra as she pumped his member.

Peter was in heaven, Gwen was certainly not as talented as Felicia with a handjob, no doubt from lack of experience, but she was certainly giving it her all. Her fingers clenched his penis, tugging and pulling on it. Her mouth was stuck against the tip, her tongue lapping at the slit; greedily gulping down his seed. A hand went down to his balls again, massaging each one as Gwen worked her tongue around the crown of his dick. He knew what was coming. In his mind he saw the tsunami again. There was no ghost Gwen or visage of Black Cat this time. It was just him standing on the shores watching the wave as it approached. The water that normally lapped on shore was gone, receded to fill the tsunami. Peter watched the wave crest as its' shadow loomed over him. He welcomed it completely, and the pleasure it was bringing. There was no way he was looking away this time.

"Honey…" Peter announced through strained teeth. "I'm about too…."

 _Cum._ Gwen felt it. There was a deep rumbling in his balls that felt like an earthquake. They trembled and shook with a tremendous force before they relaxed. Relaxed wasn't the right word, discharged was more fitting. His cock bulged with energy. It surged even larger than before as cum traveled up the length. Her hand on his dick felt the wave coming and there was not a thing she could do.

Peter death gripped the cushions of the couch as he came. His entire body locked up as the tsunami of pleasure slammed into his mind. He let out a long yell as he finally got to cum. Months of relentless teasing and frustration left with until his entire being was satisfied. It felt like minutes passed by as he kept cumming. His cock refused to let up; twitching and pulsing as it shot every last bit of semen out of his system. If his mind could process anything, it would be how comically deflated his testicles looked. For months they were denied their duty, now they were fulfilling it with interest.

Gwen's eyes shot open as the first wave hit. It was an explosion of semen that she had never expected. The blast took her by surprise, filling her mouth with cum until it overflowed. She pulled back, swallowing down his sperm as shot after shot emerged from his cock. Each burst arced gracefully through the air before landing on the surprised blonde. She tried to catch what she could, truly she did, but settled for it painting her. _How much cum does he have?_ Gwen wondered as the shower of semen didn't let up. Finally, after nearly 30 seconds of constant cumming, he was spent. His dick gave one feeble last squirt and relaxed; satisfied with its' efforts.

Gwen was covered in semen. From her stomach the sperm traveled up her breasts until a final shot had landed on her chin. All around her, his spunk was soaking into the carpet. It was disgusting on some level, on another it was exciting. _Who knew someone shoot so much?_ Gwen absently piled it up her stomach. She scooped some up with her fingers, swirling it across her bare breast before swallowing it down. The taste was much like before, only more refined. Gwen savored the bitter and the sweetness of it. Absently, she gathered up more, sucking it down as she looked over at Peter.

Peter was a mess. If there was drool hanging off his chin he wouldn't be surprised. _Finally._ He thought as the water retracted and his mind cleared. The pleasure was indescribable. Months of longing disappeared and he was left glowing. His entire being was relaxed and he sank deep into the sofa. _Gwen's….wow…._ He felt nothing but love for his girlfriend right now.

Gwen sucked down the cum on her fingers, enjoying it far too much for her liking. There was no doubt in her mind that this wasn't going to be the last time she did this. Already her mind was ideas for next time. _Wait until Felicia hears about this!_

For a person that was supposed to hide in the shadows and generally go unnoticed, Felicia stuck out like a sore thumb. Her rage was palpable as she marched through the school. Her destination unknown, only her target. _I'm gonna kill him._

Gwen Stacy found her earlier in the day, thanking her for advice and generosity. Felicia knew about the advice but not the generosity. Treading carefully, she learned that Peter had given Gwen the cat eye pendant. _Rightfully mine, stolen fair and square._ She couldn't just demand it back. Betrayal was something Black Cat did, not Felicia Hardy. _He's mocking me. I know it._ She thought as she seethed.

Felicia kicked the door open to the library, nearly busting it off the hinges. "Peter Parker?!"

The library, already quiet, fell into silence. Ms. Quinn, the frail but overbearing head librarian was even cowed by her behavior. "He's not here."

Forehead on fire, Felicia mumbled a thank you before marching off. _Did he get Gwen involved too? Just to mock her?_ Her brain was making leaps that the greatest daredevil couldn't make. She had walked nearly half way across the campus before she spotted her prey. Peter was sitting on a bench under a tree, enjoying the tranquil spring day. Still burning in anger, Felicia marched on.

Peter's spider sense went off mere seconds before the fist shattered the bench he was on. Stunned but uninjured, he crumbled to ground. "What the…?"

Felicia was already on him, dragging him off the ground and slamming him into a nearby tree. "Talk. Now. Or you join the bench."

Despite the man shaped outline in the tree, Peter was uninjured. The cogs slowly turned in his brain as he struggled to comprehend the situation.

"What do you want to know?" He dropped his voice low. "Black Cat."

She snarled and started to pick him up again. Peter explained. "Not here. People."

Felicia looked around and noticed people in the park were all looking at her. Her face flushed red with embarrassment. "Fine, but shoot off one web and you're headed to the ER."

Peter gathered up his things and led her away from the destruction. The pair walked silent to his apartment. Fortunately, it was unoccupied. Felicia made a mental note of its location for future use while he realized the error of showing her where he lived.

"Now talk." Felicia crossed her arms, pushing up her breast so they stuck out proudly.

"Water?" His civility only made her angrier.

"Please." She accepted the water bottle and sipped, resisting the urge to throw it in his face.

"I didn't know you were...you."

"Uh huh."

Peter sat down on the couch, oblivious to the danger he was in. "The first time, I didn't know who you were. You were still Black Cat. The second time, you were still Black Cat at first but during the end I may have overlaid Gwen above you."

Felicia harrumphed but said nothing. Peter continued, "When you left, you still had the pendant wrapped around my dick. Thanks for the ball punch by the way."

"Are they better?" She asked, suddenly concerned about his wellbeing. _Not him; his balls._

"Getting there." He patted his crotch for show. "I kept it, thinking you were Gwen. I gave it to her thinking we could share our secrets."

"I figured yours out when you said 'Gwen I'm cumming.' That was a shocker." Felicia's anger was slowly dissipating but she still held some resentment.

"Yeah, well, when a woman's got you by the balls..."

"I panicked." She found herself admitting.

"I imagine." Peter responded, surprised at how civil they were being. "I nearly did the same when Gwen said you gave her the trinket."

"It's not a trinket, it's a pendant!" Felicia yelled. "A valuable one at that."

"Yeah I know." He replied sheepishly.

Felicia went on the attack. "Look at you, Mr. Upstanding citizen and superhero. Giving your girlfriend stolen merchandise."

"Knock it off!"

She stuck her tongue out. "Make me."

Peter leapt at her, knocking her clear off her feet. The two rolled around on the floor, each one competing for dominance. Both sides feeling the sexual tension permeating the air. Felicia took the opportunity to squeeze his package; reassuring that it there and unharmed. Finally, Peter came up on top. He pinned her to solidly to the floor.

"Well, looks like you have me where you want me Spiderman." Felicia batted her eyes innocently. "What are you gonna do to me?"

Surprising both of them, he reached down and kissed her. Whatever anger she felt earlier dissolved into passion. They rolled around the floor once again, this time their bodies rocked with lust. Tongues battled once again, though it was obvious Felicia was the dominant partner. They stopped their roll as Felicia straddled him. She could feel his member straining between her legs. _I want it!_

Felicia made for the belt looped around his pants; the two piece of leather and denim keeping her from the prize she desired. Her fingers wrapped around belt, the thief could taste the cock on her tongue.

"Felicia."

"Just a second."

"Felicia. Stop." Peter asked.

It brought her to a halt. "What?"

"Gwen." There was a hint of sadness and betrayal in his eyes. Her own mood dipped as she felt the same feelings. _Dammit!_ Felicia scampered up of him, away from the dick she desired. Peter couldn't get a word in before Felicia announced she'd be back, slamming the door hard enough the walls shook.

"You can't be serious!" Felicia managed an incredulous tone. At the same time her inner self was squealing with delight. "Do you know what you're offering?!"

"I do." Gwen sounded sure but there was a little wavering in her voice.

"So let me get this straight." Felicia went over the details again, ensuring she heard them correctly. "You and Peter finally consummated…"

"No sex." Gwen paused, "Yet."

"1st? 2nd?"

"3rd ish."

Felicia was crying out in delight. Internally of course. "And how was it?"

"It was...interesting…" The blonde wasn't certain how many details she was willing to provide. Yet considering her request, it shouldn't be an issue. She finally spoke quietly. "...I liked it."

"I said you would."

"The problem is that he's too big." _Don't I know it._ Felicia thought as Gwen continued. "It's not a one woman job."

"So you are asking me to tag team your boyfriend?"

"Please?" Gwen was practically pleading. "It's want to make sure he's satisfied."

Felicia made her decision moments ago, back when her friend first appeared with this crazy idea of hers. She wanted to laugh; Gwen was oddly unconcerned about the notion of the three of them together, yet was determined to stay loyal to Peter. "I suppose I'll do it for you."

"Yay!" Gwen embraced Felicia with fervour. The blonde kissed her on the cheek. "I'll let you know the details."

Felicia watched her go; her eyes refusing to leave the cute little butt. Inwardly she was dancing. _I get to taste that cock again. With full approval!_ She found herself licking her lips. _We're going to fry his brain._

All of his spider senses failed him at once. Either intentionally or unintentionally. Peter cracked open the door only to have it thrown open the rest of the way. A figure leapt from the doorway at him, embracing in a fierce hug. Only his spider enhanced strength kept him from tumbling to the floor. Blonde hair crossed his vision.

"Gwen?"

"Here lover."

 _What's wrong with her?_ "You seem excited."

"I am. I was hoping we could repeat last night's events." She snuggled against him. "And a brought a surprise."

The door clicked shut. It took Peter mere seconds to realize that someone else was in the room. _What the heck is she…_

"Hey Peter." _Oh no!_ He brushed a mass of blonde curls away. Felicia sauntered up to them much like a cat would a mouse. _And I'm the prey._ Her ungloved hand traced around his shoulders. "I've heard many things about you. Gwen wanted me to experience them."

Her tone dripped with sexuality. Yet he caught the undertone: _Experience more than I already have._ He brought Gwen's face up. The blonde still hadn't relinquished her hold on him. "Are you okay with this?"

"It was her idea." Felicia purred as Gwen nodded approvingly. Peter's girlfriend extracted herself from him. Slowly, the two guided the bewildered boy to the couch; roughly shoving him into the seat. Felicia went around to stand behind him while Gwen stood in front. With some hesitation, no doubt a little lacking confidence and Felicia observing her, Gwen pulled up her shirt. She wasn't wearing the same baby blue bra this time, instead it was solid black with a pink bow between the cups.

Not that Peter noticed such a thing. His eyes were drawn to her face. Gwen's face was in an adorable pout as she stripped for her man. Her blue eyes spoke volumes about her nervousness, but Felicia was there to cheer her on.

"Mmm Parker, do you realize how lucky you are?" In came in a whisper by his ear. "Just look at her. She's gorgeous."

His girlfriend ran her hands down her body before coming back to her chest. With a sigh, she freed her breasts from the confining bra. Once free, she dangled the black garment out with a finger before flicking it over Peter.

Peter didn't notice or care that the bra hit him right in the face. One hand robotically came up and removed the garment while his eyes refused to look away. This was only the second time he got to see her topless, and he was trying to savor the moment. He barely registered when another bra landed atop his head, nor the two soft pillowy boobs that pressed into him.

"Gwen." Felicia sing-songed as she tapped on her boyfriend's skull. "You're short circuiting him."

Gwen stopped and leaned towards him, her arms pushed her boobs together creating lovely cleavage. "Oh, poor Peter."

"Poor Peter indeed." A hand snaked down his chest, feeling those taut muscles he was hiding to the prominent bulge between his legs. With each passing second his cock engorged further, telescoping down his right leg. Felicia pressed a hand down on his crotch. "You weren't kidding Gwen."

"He's too much man for just me."

"Don't worry. We'll get there. He has to earn it first though." Felicia gave a predatory smirk. "Why don't you show him what you learned?"

"Of course." Hesitantly at first, Gwen came up to Peter sliding one leg up then the other so he was effectively mounted. There were still two layers of denim between them but at this rate it would quickly become one. She slowly rocked back and forth on him, her pert rear end stroking his encased cock with every motion. Peter let out a long groan of frustration, even as her breasts dominated his view.

 _This is a whole new level of tease._ He thought. "Where'd you learn this?"

"I taught her." Felicia purred. "She wanted to make things more….interesting."

"Yeah." Gwen had her head thrown back as she continued her tease. Without warning she grabbed Peter's head and mashed it into her chest. "This feels amazing!"

The blonde bucked harder, digging her hands into his shirt as she simulated sex. Felicia grabbed Parker's head and lead it to her breast. Gwen immediately threw her head back in a guttural cry of pleasure as he latched on. His tongue swirled around the boob, but always came back to her puckered nipple. Gently, he tugged with his teeth causing her to cry further into ecstasy. Her grip released, and she pushed Peter free from her breast.

Parker was reluctant to let her go, but seeing the flash of pain across her face he let the nipple slip out of his mouth. Gwen rolled back, freeing herself from Peter and rolling onto couch next to him. She gulped for air. "Wow."

"Mind if I take over?" Felicia engulfed Peter's head with her breasts.

"Please." Gwen gasped. "I need a moment."

Felicia grinned and rounded the couch. Her hands immediately went to his pants and the straining member. _Remember, you've never seen this before._ Instead of unleashing the beast, she instead of pulled at the hem of shirt, revealing the trim abs that would drive women crazy. Her fingers prodded the defined ridges while she released a sigh. "I never would've suspected."

"Neither would I."

"Mmmm." Felicia rubbed her hands over his taut muscles, slowly adding to Peter's pleasure and her own enjoyment. When she felt it was enough she moved back down to his pants. She fingered the belt loops, drawing closer to the straining button. Felicia enjoyed seeing his denim in such distress; the fabric was struggling in vain against his bulging member. Already a wet spot appeared at the where his slit was leaking jizz. "What have you been hiding here Peter? Are you 'padding your bra' for us?"

"Oh no, it's all real." Gwen confirmed.

"Really?" Felicia looked at Gwen dubiously than up at Peter with a smirk. _I know it's real. You know I know it's real. But I'll make you suffer for it. "_ I need to see this."

Felicia thumbed the overburdened button; hearing the threading groan with each pass. Likewise, Peter groaned as well as the strain was becoming far too much for him. She decided it was time to free the monster that he was hiding. With a flick of her wrist the button exploded off his jeans flying far off into the apartment. The zipper failed as well, immediately coming undone and releasing the pressure of his member. Peter breathed a sigh of relief. Felicia just smiled wider. Her hands delicately grabbed hold of the belt loops and started tugging. The pants resisted moving over his member; the pressure far too great. Parker moved to help, but she stopped him. "Oh no. This is our Christmas present and we intend to open it. Gwen?"

The blonde had recovered by now and slunk to her knees next to Felicia. Together the duo each grabbed a side and pulled. The denim stubbornly clung on at first, but with each tug it released a little bit; slowly losing a the battle of wills. Straining, the girls heaved and the pants gave way; sliding down to his ankles where they were moved more tenderly. Felicia's eyes widened in surprise. It never fail to impress her how endowed he was. His boxers so overburdened with cock it flopped free down a leg. Even with that allowance, they were still packed full by his oversized testicles. _Ah, to taste that cock again. To finally taste that cum of his._ Felica's mouth watered. "I didn't expect this."

"Neither did I." Gwen confirmed, a measure of pride in her voice. _My boyfriend, my cock._ "Let's do it together."

Felicia nodded and each grabbed at his boxers. "On three."

They counted and yanked. His underwear, unlike his pants, didn't try to resist. The cotton more than welcomed their methods as the ladies freed it at last from the pressure of his member. Felicia mocked surprise again, nearly falling onto her ass. "Oh my god."

Gwen smirked, grabbing hold of the powerful member. "I wasn't kidding."

"I'm sorry I doubted you." Felicia replied, still acting surprised. Then added hesitantly. "Can I try it?"

"Peter? Do you think she can handle it?" His girlfriend asked him. She sounded so confident now, if only Felicia knew how overwhelmed she was just days before.

Peter's answer was slow in coming. His brain, already overwhelmed trying to process the situation had to grapple with this new possibility. _I know Felicia can handle it._ "I'm sure she could try."

 _And succeed._ Felicia added in her head. "Thanks for the vote in confidence."

The air was thickening with his musk. His pungent odor filled the room, assaulting their noses with his virility. Maybe it was the locations they had done this previously, but Felicia never got the proper appreciation of his scent. Gwen certainly did. The blonde grabbed hold of his cock and slowly started licking at it; pausing every so often to moan at the flavor.

 _What did you do to her Spiderman?_ Felicia thought, then realized. _You did the same thing to me._ Her eyes narrowed as if a challenge had been given. She willingly joined Gwen, pushing Peter's legs open so a lady could fit on either side. Her licks and slurps joined Gwen's as they made their way down his cock. When they reached the base they reversed and came back up til they met at the tip. Together they licked at the river of precum that leaked out. Nether minded as their tongues dueled for his juices. It took all of Felicia's willpower to resist the temptation of Gwen; Precum stained her lips and dribbled down her chin. She could just easily ignore Peter and start lapping his girlfriend. _Spiderman, if you only knew the weapon you had in your pants!_ Yet Peter remained woefully ignorant to his power. _Better for all of us._ Felicia thought, imagining a trail of heroes and villains lined up to service him.

Gwen loved the taste of him. She couldn't get enough of it. Already Peter's girl was heading back down his cock, lashing at it with her tongue. Once more her left hand gripped the base, slowly jerking his member in short motions. Yet, she wasn't concerned with his jizz yet. She was more than content to let Felicia lap up the endless amount of fluid he could release. Instead, Gwen kept heading south towards her goal.

The intoxicating aroma of his masculinity , while repulsive in her intellectual mind, got stronger the closer she went to his balls. Her emotional and sexual mind overwhelmed what the intellectual part of her was thinking, demanding she bury herself in that smell. Already the odor was staggering, destroying the logical part of her brain while the others screamed for more. Her mouth went to work, lavishing his testicles with praises as best she could despite their enormous size, trying at first to put both of them into her mouth but failing miserably. Instead opting for kisses and licks until not a single spot was left dry. It still wasn't enough for her, Gwen craved more.

Felicia was having a blast back up at the tip of his penis. She was guzzling more cum than she cared to admit, but the flavor was addictive to her. Without any foreplay on her part, Felicia opened her mouth wide and accepted the cock into her mouth. Just like times previous, her jaw widened painfully to accommodate the thick member. She would endure. Inches of spidercock slid down her throat. The thief willed herself not to cry, gag or struggle, endeavoring herself to push on even deeper when her throat was stretched to its' maximum.

"Wow Felicia it looks like you've done this before." Gwen noticed Felicia's struggles, or more likely her success and swallowing the cock. The blonde didn't even dare try it last time, but to see her friend do it, and do it so well filled her with a flurry of emotions. Jealousy, longing, desire all hit her at once. _Wow._

Felicia choked as Gwen spoke. Her throat spasmed, no longer willing to accept the 13 inch invader. Her emerald eyes looked up at the equally stunned Peter. He gave a small headshake. _Were they finally caught? Was her merciless teasing of Spiderman about to be laid out?_ Coughing as she popped free of the member, she finally found words. "What do you mean?"

"It just seems like you've sucked a dick before." Gwen said innocently, in spite of the jizz and saliva caking her face.

"A few." She covered. _And this one. Twice._ "The key is to relax. Do you want to try?"

It sounded so silly, almost juvenile in innocence. Felicia speaking about the horse sized cock in her hand like it was a mere all day sucker. Gwen nodded. "I'll try."

"Come here." Felicia padded the spot next to her, invited the blonde to the base of the cock. Her voice took on an educational tone. "Now for a blowjob you need to make it very slick first. Especially with one so big. Fortunately, Peter produces ample….lubrication."

That much was true, Parker's cock released a steady stream of precum that seeped down it's length, coating their hands as they held it. Gwen nodded as Felicia went on. "Now on your end, you need to relax. Panic and you'll choke."

Felicia leaned forward and licked at the underside of his member, noticing as he gasped and groaned. "Now because of his size he's super sensitive to everything. Right here is a really good spot to have some fun with him. Why don't you try?"

"Okay." Gwen hesitantly took over; kneeling before Peter and his massive cock. With some reluctance she copied Felicia's action. Peter grunted and strained, his hands dug into the couch cushions as her tongue teased and edged over his weak spots. Pleased with his reaction, Gwen kept up the assault, twirling and dancing around the head until it glistened with saliva. "Like this?"

"Good. Now you have to suck it." Gwen's eyes widened with at prospect, yet she was willing to give it the college try. Her mouth spread wide as she struggled against the tip. It seemed to flare in size as she tried to engulf it, making the task infinitely harder. Felicia rubbed her back to comfort her. "Relax, don't fight it."

The blonde tried, but it was overwhelming. A dozen thoughts popped up in her brain. _This cock is too big; Peter is too virile; I'm going to choke on it; It'll rip me apart._ These all coalesced and the result was her struggle. Gwen couldn't relax as much as she tried. The head was half way in now, her jaw unnaturally wide as she wrangled in the member. With a loud pop, either from entry or her jaw dislocating, the head popped in her mouth. _I've done it!_

"Now try to let more in." Felicia admonished, reminding her that she wasn't even close to done. Gwen willed herself not to panic, as she pressed further; guiding inches and inches of cock into her mouth and down her throat. It wasn't meant to be. The second the tip hit her throat she gagged. It was automatic. Her body was unwilling to subject itself to that cock despite how much her mind wanted it.

Gwen coughed, nearly biting down Peter's member in an attempt to free herself. Spittle ran between her mouth and the freed cock, even as she coughed. Felicia reassured her with a pat on the back and a squeeze of a breast. "Don't worry. It's just you're first time. I've had a lot more experience, you'll get the hang of it."

What Felicia didn't add was, _I've also blown this one twice already, and it nearly killed me both times._ Gwen regained her composure. "Thanks."

"Let's finish this the old fashioned way." Felicia responded, cracking her knuckles to empathize the effort involved. Gwen got the message, her eyes making an decidedly evil glint.

"Let's." Putting words to actions, Gwen side stepped, kneeling opposite Felicia. By silent communication they started, all 4 hands working to jerk off Peter's rod. Speeding up, the river of precum became a torrent of jizz, dripping down and staining the carpet. Better still, the cum leaked down and coated the girls' hands, making their job easier. The wet slurping of their efforts was the only noise in the room; except Parker's constant groans and sighs of pleasure. He was absolute putty in their hands. The ladies looked at each other, their mental conversation was one of pride. _Look at him._

 _We have him in our hands._

 _He's our plaything._ Felicia jerked faster.

 _I want to him to cum all over us._ Gwen joined in.

 _Huge torrents of cum._ Felicia moved to the tip and lapped at the cum.

 _Enough for both of us._ Gwen moved forward, but licked the jizz that clung to Felicia. While surprised, Felicia made no effort to stop or even hinder the blonde.

Peter grunted, he was nearing his limit. "Girls…."

Felicia giggled, excited about what was about to happen. "Gwen, he's going to cum. Can't you feel it?"

His member was twitching and pulsing. The veins that popped on the surface bulged with blood, pumping the cock full of life. Gwen and Felicia both took a free hand down to his mammoth sack. A warmth was radiating off of it, even as his balls vibrated. Slowly, his testicles drew up to his cock, the reasons were obvious. Yet, even now with his release mere seconds away, his bloated cum factories were trying to get every last little drop of cum ready to go. "Oh I can feel it."

"How long has it been?"

"What?"

"How long since he came?"

"Oh." Gwen, either intentionally or accidentally, sucked her finger thoughtfully. "A week ago?"

"Unless you cheated Peter. Did you cheat on us?" _Us._ It escaped Gen but not Peter. _She's already thinking of us as a couple._ He shook his head negatively.

"Ah, honest to a fault" Felicia said, her hand massaging his glistening churning testicles. "Just feel it. They're full."

"Bursting." Gwen added.

"But still. One week is way too early for another orgasm: I think we should stop here and continue this next week."

"What!" Peter screamed which shocked Gwen but greatly amused Felicia.

"Just kidding." Felicia smiled up at him

Peter recovered from his mini heart attack __while Felicia whispered into Gwen ear with a more serious tone. _ **"**_ You should only really let your boyfriend cum like once every two weeks. Trust me the waiting makes it all the better for him. But we are going to make an exception for today.

"Cum for us Peter. Drench us with it." Felicia let go of his cock and sat in front of him. Rather than massage his cock, she choose to massage her large breasts. Using some precum she worked them until they were slick and shiny. "Aim right here."

"Or here." Gwen was right next to her, mimicking Felicia's actions. She was working her breasts, but her mouth was hanging open. No doubt she wanted to taste his cum again. For the first time since he answered the door his arms started to move. With neither girl working his colossal cock, he had to finish the job himself. He was lacking a visual either. Both girls massaging their breasts, their eyes sizing him up, even their faces said 'give us your seed!' His hands worked in a blur across his cock, the scene before him providing all support he needed. His face strained as he was at the pinnacle of pleasure, his body torn between finally cumming or holding back a little longer.

Cumming one. With a grunt and a jerk, he let go. His hands struggled to contain his bucking dick as it jerk. The crimson head flared in size as cum shot out the slit. The first stream of cum went in between the two girls, catching each in the shoulder. Peter regained control, even as pleasure annihilated his senses, and pushed his stream of baby batter over.

Felicia caught the stream in the face. It landed on her nose before filling in her mouth and dripping down her chin. She savored the flavor on her tongue. _This is what I wanted! This is what I was missing!_ Her sex was damp in the excitement of it. Felicia swallowed it down, even as more cum rained down.

Gwen took her blast on the chest at first. Long streams of spunk that coated her breasts. Dutifully, she rubbed it in as the torrent continued. Peter managed to arc his aim and some finally landed on her face and open mouth. _Yes Peter! Yes!_ She savored the taste in her mouth, even as her nostrils absorbed the aroma of his thick cream.

Peter's cock started to die down, it was truly spent from its' action. The head looked raw and cum came out in a mere trickle. Yet, the girls didn't fight over it; they took turns licking of the remains even as they rubbed their cum soaked bodies. Peter fell back onto the couch, completely exhausted. In a little over a week two fantasies were checked off. He got a handjob from his girlfriend, and he also got a threesome from the two sexiest ladies he knew. His mind fogged over as he basked in the afterglow.

"I think we killed him Gwen." Felicia remarked.

"I hope not. I want to do this again." Gwen pouted.

Peter lacked the energy to respond, so Felicia did it for him. "Don't worry I'm sure there will be plenty of chances. As long as I'm invited of course."

"Always. It'll be our little secret."

"Yep. Little secret." Felicia scooped up the last of the sperm and sucked it down. She gave Peter a sexy feral grin. _Which means I get to do this whenever I want Spiderman._


End file.
